##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    August 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    000-51771
  SMART MODULAR TECHNOLOGIES
    (WWH), INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Cayman Islands

3674

20-2509518(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)    4211 Starboard Drive
    Fremont, CA 94538 (Address of Principal
    Executive Offices)
   (510) 623-1231 (Registrants telephone
    number)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredOrdinary Shares, $0.00016667 par value

NASDAQ Global Select Market   Securities
    registered pursuant to Section 12(g) of the Exchange
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K þ
    o þ o
  o þ
    Form 10-K




---



##### 



SMART
    MODULAR TECHNOLOGIES (WWH), INC.
  SPECIAL
    FINANCIAL REPORT
    FOR THE FISCAL YEAR ENDED AUGUST 31, 2007
  TABLE OF
    CONTENTS
  
  PART I


1Item 1.


Business


1Item 1A.


Risk Factors


7Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 3.


Legal Proceedings


23Item 4.


Submission of Matters to a Vote of Security
    Holders


23PART II


24Item 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


24Item 6.


Selected Financial Data


25Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


27Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 8.


Financial Statements and Supplementary Data


38Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


38Item 9A.


Controls and Procedures


38Item 9B.


Other Information


38PART III


39Item 10.


Directors and Executive Officers of the
    Registrant


39Item 11.


Executive Compensation


39Item 12.


Security Ownership of Certain Beneficial Owners
    and Management


39Item 13.


Certain Relationships and Related Transactions


39Item 14.


Principal Accountant Fees and Services


39PART IV


40Item 15.


Exhibits and Financial Statement Schedules


40SIGNATURES


88EXHIBIT 14.1EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 23.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32     i




---



##### Table of Contents



PART I
  Item 1.
    Business  FORWARD-LOOKING
    STATEMENTS
    Overview
         1




---



##### Table of Contents



Our
    Products and Services
    Memory
    Products
  DRAM Modules.
  Flash Memory Cards and Modules.
  SRAM.
  eFlashTools and FlashTools. e-commerce
 2




---



##### Table of Contents



Embedded
    Computing Products
      TFT-LCD
    Display Products
      Product-Related
    Logistics and Services
    Design,
    Manufacturing and Test
  Design
   3




---



##### Table of Contents



Manufacturing
    Test
    Suppliers
      Customers
   4




---



##### Table of Contents



Sales,
    Support and Marketing
  on-site
        Research
    and Development
       5




---



##### Table of Contents



Intellectual
    Property
        Backlog
    Competition
         6




---



##### Table of Contents



Employees
    Environmental
    Matters
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K.
  Item 1A.
    Risk
    Factors  Risks
    Related to Our Business
  We are
    subject to the cyclical nature of the markets in which we
    compete and any future downturn could adversely affect our
    business.
     7




---



##### Table of Contents



We
    have experienced quarterly and annual losses in the past and may
    experience losses in the future.
    Declines
    in DRAM memory component prices and our average selling prices
    may result in declines in our net sales and gross
    profit.
      Sales
    to a limited number of customers represent a significant portion
    of our net sales, and the loss of any key customer would
    materially harm our business.
     8




---



##### Table of Contents



Our
    customers are primarily in the computing, networking,
    communications, printer, storage and industrial markets, and
    fluctuations in demand in these markets may adversely affect
    sales of our products.
    Customer
    demand is difficult to accurately forecast and, as a result, we
    may be unable to optimally calibrate production to meet customer
    demand.
    Order
    cancellations or reductions, product returns, selling price
    decreases and product obsolescence could result in substantial
    inventory write-downs.
    We may
    be less competitive if we fail to develop new or enhanced
    products and introduce them in a timely manner.
       9




---



##### Table of Contents



Our
    dependence on a small number of sole or limited source suppliers
    subjects us to certain risks and our results of operations would
    be adversely affected if we are unable to obtain adequate
    supplies in a timely manner.
    The
    flash memory market is constantly evolving and competitive, and
    we may not have rights to manufacture and sell certain types of
    products utilizing emerging flash formats, or we may be required
    to pay a royalty to sell products utilizing these
    formats.
    Our
    growth strategy includes expanding our presence in the embedded
    computing and TFT-LCD markets, both of which are highly
    competitive.
    Our
    growth initiatives require significant capital investments and
    we cannot assure you that we will realize a positive return on
    these investments.
   10




---



##### Table of Contents



Industry
    consolidation could adversely affect our business by reducing
    the number of our potential significant customers and increasing
    our reliance on our existing key customers.
    We may
    make acquisitions which involve numerous risks. If we are not
    successful in integrating the technologies, operations and
    personnel of acquired businesses or fail to realize the
    anticipated benefits of an acquisition, our operations may be
    adversely affected.
    
    problems integrating the purchased operations, technologies or
    products;
    costs associated with the acquisition;
    negative effects on profitability resulting from the acquisition;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have no or
    limited prior experience;
    loss of key employees of the acquired business; and
    litigation arising from the acquired companys operations
    before the acquisition.    We may
    not be able to maintain or improve our competitive position
    because of the intense competition in the markets we
    serve.
     11




---



##### Table of Contents



Our
    success is dependent on achieving design wins into commercially
    successful OEM systems and the failure to achieve design wins or
    of OEM customers to incorporate our products in their systems
    could adversely affect our operating results and
    prospects.
    Our
    business is dependent upon our OEM customers continuing to
    outsource the design and manufacturing of value added
    subsystems.
    Our
    future success is dependent on our ability to retain key
    personnel, including our executive officers, and attract
    qualified personnel. If we lose the services of these
    individuals or are unable to attract new talent, our business
    will be adversely affected.
   12




---



##### Table of Contents



We
    rely on third-party sales representatives to assist in selling
    our products, and the failure of these representatives to
    perform as expected could reduce our future sales.
    If we
    fail to maintain an effective system of internal controls or
    discover material weaknesses in our internal controls over
    financial reporting, we may not be able to report our financial
    results accurately or detect fraud, which could harm our
    business and the trading price of our ordinary
    shares.
    Compliance
    with Section 404 of the Sarbanes-Oxley Act of 2002 and
    other requirements will increase our costs and require
    additional management resources.
    Our
    indemnification obligations to our customers and suppliers for
    product defects could require us to pay substantial
    damages.
   13




---



##### Table of Contents



Our
    operations in foreign countries are subject to political and
    economic risks, which could have a material adverse effect on
    us.
      Our
    inability to effectively manage our operations in foreign
    countries could harm our operating results.
    Worldwide
    economic and political conditions may adversely affect demand
    for our products.
     14




---



##### Table of Contents



and/or
    Unfavorable
    currency exchange rate fluctuations could result in our products
    becoming relatively more expensive to our overseas customers or
    increase our manufacturing costs, each of which could adversely
    affect our profitability.
    Our
    worldwide operations could be subject to natural disasters and
    other business disruptions, which could materially adversely
    affect our business and increase our costs and
    expenses.
  and/or
  Our
    ability to compete successfully and achieve future growth will
    depend, in part, on our ability to protect our intellectual
    property, as well as our ability to operate without infringing
    the intellectual property of others.
    
    prevent our competitors from independently developing similar
    products, duplicating our products or designing around the
    patents owned by us;
    prevent third-party patents from having an adverse effect on our
    ability to do business;
    provide adequate protection for our intellectual property rights; 15




---



##### Table of Contents




    prevent disputes with third parties regarding ownership of our
    intellectual property rights;
    prevent disclosure of our trade secrets and know-how to third
    parties or into the public domain;
    prevent the challenge, invalidation or circumvention of our
    existing patents;
    result in patents that lead to commercially viable products or
    provide competitive advantages for our products; and
    result in issued patents and registered trademarks from any of
    our pending applications.      Our
    indemnification obligations for the infringement by our products
    of the intellectual property rights of others could require us
    to pay substantial damages.
    We
    could incur substantial costs as a result of violations of or
    liabilities under environmental laws.
   16




---



##### Table of Contents



We are
    subject to a variety of federal, state and foreign laws and
    regulatory regimes. Failure to comply with governmental laws and
    regulations could subject us to, among other things, mandatory
    product recalls, penalties and legal expenses which could have
    an adverse effect on our business.
  wage-hour
      Risks
    Related to our Debt
  Our
    indebtedness could impair our financial condition and harm our
    ability to operate our business.
      
    it may limit our ability to service all of our debt obligations;
    it may impair our ability to obtain additional financing in the
    future for working capital, capital expenditures, acquisitions,
    general corporate purposes or other purposes;
    a significant portion of our cash flow from operations must be
    dedicated to the payment of interest and principal on our debt,
    which will reduce the funds available to us for our operations;
    some of our debt is and will continue to be at variable rates of
    interest, which may result in higher interest expense in the
    event of increases in interest rates; 17




---



##### Table of Contents




    our debt agreements contain, and any agreements to refinance our
    debt likely will contain, financial and restrictive covenants,
    and our failure to comply with them may result in an event of
    default which, if not cured or waived, could have a material
    adverse effect on us;
    our level of indebtedness will increase our vulnerability to
    general economic downturns and adverse industry
    conditions; and
    our debt service obligations could limit our flexibility in
    planning for, or reacting to, changes in our business and our
    industry.  To
    service our debt, we will require a significant amount of cash
    and we may not be able to generate sufficient cash flow from
    operations to satisfy these obligations or to refinance these
    obligations on acceptable terms, or at all.
      Our
    existing debt is subject to floating interest rates, which may
    cause our interest expense to increase and decrease cash
    available for operations and other purposes.
    Restrictive
    covenants contained in our senior secured credit facility and
    the indenture relating to our senior secured floating rate notes
    may restrict our current and future operations, particularly our
    ability to respond to changes or to take some actions and our
    failure to comply with such covenants, whether due to events
    beyond our control or otherwise, could result in an event of
    default which could materially and adversely affect our
    operating results and our financial condition.
   18




---



##### Table of Contents



Risks
    Related to Our Ordinary Shares
  The
    price of our ordinary shares may be volatile and subject to wide
    fluctuations.
    
    actual or anticipated variations in quarterly operating results;
    changes in financial estimates by us or by any securities
    analysts who might cover our stock, or our failure to meet the
    estimates made by securities analysts;
    changes in the market valuations of other companies operating in
    our industry;
    announcements by us or our competitors of significant
    acquisitions, strategic partnerships or divestitures;
    additions or departures of key personnel; and
    a general downturn in the stock market.    We may
    experience significant period-to-period quarterly and annual
    fluctuations in our net sales and operating results, which may
    result in volatility in our share price.
      
    the timing and volume of orders from our customers;
    the rate of acceptance of our products by our customers,
    including the acceptance of design wins;
    the demand for and life cycles of the products incorporating our
    products; 19




---



##### Table of Contents




    the rate of adoption of our products in the end markets we
    target;
    cancellations or deferrals of customer orders in anticipation of
    new products or product enhancements from us or our competitors
    or other providers;
    changes in product mix; and
    the rate at which new markets emerge for products we are
    currently developing or for which our design expertise can be
    utilized to develop products for these new markets.  Although
    we are no longer a controlled company within the
    meaning of the rules of the NASDAQ Global Select Market, our
    principal investors will continue to exert substantial influence
    over us.
      
    mergers, acquisitions or certain sales of assets;
    any liquidation, dissolution or bankruptcy;
    issuances of securities;
    determination of compensation and benefits for our chief
    executive officer, president and chief financial officer;
    appointment or dismissal of any of the chairman of our board of
    directors, chief executive officer, president, chief financial
    officer, or any other executive officer in any similar capacity;
    amendments to the shareholders agreement or exercise or
    waiver of rights under the shareholders agreement;
    any increase or decrease in the number of directors that
    comprise our board of directors;
    the declaration of dividends or other distributions or the
    recapitalization, reclassification, redemption, repurchase or
    other acquisition of any of our or our subsidiaries
    securities;
    any incurrence or refinancing of indebtedness in excess of
    $10 million;
    approval of our business plan, budget and strategy; and
    modification of our long-term business strategy, the scope of
    our business or any of our material customer relationships.     20




---



##### Table of Contents



Our
    articles of association do not provide for shareholder proposals
    other than nominations to our board of directors and do not
    explicitly provide for periodic elections of our directors, each
    of which could negatively affect the ability of shareholders to
    exercise control over us.
    Our
    principal investors and the persons whom they nominate to our
    board of directors may have interests that conflict with our
    interests and the interests of our other
    shareholders.
    Future
    sales of shares could depress our share price.
   21




---



##### Table of Contents



Anti-takeover
    provisions in our organizational documents may discourage our
    acquisition by a third party, which could limit your opportunity
    to sell your shares at a premium.
    We are
    a Cayman Islands company and, because the rights of shareholders
    under Cayman Islands law differ from those under U.S. law, you
    may have difficulty protecting your shareholder
    rights.
      
    to recognize or enforce against us judgments of courts of the
    United States based on certain civil liability provisions of
    U.S. securities laws; or
    to impose liabilities against us, in original actions brought in
    the Cayman Islands, based on certain civil liability provisions
    of U.S. securities laws that are penal in nature.     22




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Building Size

Leased orLocation

(Sq. Feet)

Owned

Expiration

CapabilitiesFremont, California


130,000



Leased


April 2009

Manufacturing Design SalesIrvine, California


5,600



Leased


August 2009

Design SalesTewksbury, Massachusetts


10,700



Leased


March 2011

Design SalesAguada, Puerto Rico


83,000



Leased


November 2007

Manufacturing SalesSao Paulo, Brazil


72,000



Leased


September 2012

Manufacturing SalesSanto Domingo, Dominican Republic


49,000



Leased


March 2008

ManufacturingPenang, Malaysia


67,000



Owned


N/A

Manufacturing SalesGunpo, South Korea


8,500



Owned


N/A

Design Sales     Item 3.
    Legal
    Proceedings      Item 4.
    Submission
    of Matters to a Vote of Security Holders   23




---



##### Table of Contents



PART II
  Item 5.
    Market
    for the Registrants Common Equity, Related Shareholder
    Matters and Issuer Purchases of Equity Securities  Market
    For Our Common Stock and Related Shareholder Matters
    High


LowFiscal Year 2006First quarter

$
N/A


$
N/ASecond quarter

$
9.09


$
8.00Third quarter

$
9.73


$
7.90Fourth quarter

$
9.79


$
6.98Fiscal Year 2007First quarter

$
11.75


$
8.77Second quarter

$
14.68


$
10.38Third quarter

$
15.89


$
10.18Fourth quarter

$
15.50


$
10.15     Dividend
    Policy
    Form 10-K.
 24




---



##### Table of Contents



Stock
    Performance Graph
    Cumulative
    Total Return*
  
  * Assumes reinvestment of dividends, if any
  Item 6.
    Selected
    Financial Data    Share-Based Payment
 25




---



##### Table of Contents



52-
  Successor Business


Predecessor BusinessPeriod from


Period fromFiscal Year


Fiscal Year


Fiscal Year


April 17


August 30,


Fiscal YearEnded


Ended


Ended


to


2003 to


EndedAugust 31,


August 25,


August 26,


August 27,


April 16,


August 29,2007


2006


2005


2004


2004


2003(In thousands, except per share data)Statement of Operations Data:Net sales

$
828,372


$
707,406


$
607,299


$
233,677


$
659,171


$
828,381Cost of sales


680,610



580,835



505,983



203,720



602,098



751,534Gross profit


147,762



126,571



101,316



29,957



57,073



76,847Operating expenses:Research and development


16,383



15,545



9,697



4,447



9,012



12,512Selling, general and administrative


59,552



54,917



46,636



18,151



29,454



46,447Advisory service agreements fees






10,303



2,588



913







Impairment of goodwill


















43,302



Restructuring and impairment costs










880



1,300



6,224



8,221Total operating expenses


75,935



80,765



59,801



24,811



87,992



67,180Income (loss) from operations


71,827



45,806



41,515



5,146



(30,919
)


9,667Interest (expense) income, net


(7,381
)


(15,153
)


(6,998
)


(927
)


170



7,685Other income (expense), net


934



2,567



481



451



(148
)


(52
)Total other (expense) income


(6,447
)


(12,586
)


(6,517
)


(476
)


22



7,633Income (loss) before provision for income taxes


65,380



33,220



34,998



4,670



(30,897
)


17,300Provision for income taxes


9,458



914



8,802



1,255



2,301



29,320Net income (loss)

$
55,922


$
32,306


$
26,196


$
3,415


$
(33,198
)

$
(12,020
)Net income per ordinary share, basic

$
0.94


$
0.60


$
0.54


$
0.07Net income per ordinary share, diluted

$
0.88


$
0.55


$
0.49


$
0.07Shares used in computing net income per ordinary share, basic


59,636



54,265



48,872



48,872Shares used in computing net income per ordinary share, diluted


63,782



59,189



53,531



50,745   Successor Business


Predecessor BusinessAugust 25,


August 26,


August 27,


April 16,


August 29,August 31, 2007


2006


2005


2004


2004


2003(In thousands)Balance Sheet Data:Cash and cash equivalents

$
144,147


$
85,620


$
75,970


$
36,747


$
17,887


$
44,654Working capital


245,880



181,031



132,165



49,681



80,531



360,621Total assets


453,077



426,456



321,061



288,040



257,056



600,104Total long-term debt


81,250



81,250



125,000











Total shareholders equity


215,847



146,895



38,883



76,594



88,325



426,578  26




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    the audited financial statements and related notes and other
    financial information, which appear elsewhere in this report.
    The following discussion contains forward-looking statements
    that involve risks and uncertainties. See the disclosure
    regarding Forward-Looking Statements. Our actual
    results could differ materially from the results contemplated by
    these forward-looking statements due to certain factors,
    including those factors discussed below and elsewhere in this
    report.
  We use a 52- to 53-week fiscal year ending on the last Friday
    in August.
  Overview
          Key
    Business Metrics
    Net
    Sales
   27




---



##### Table of Contents



Cost
    of Sales
    Research
    and Development Expenses
    Selling,
    General and Administrative Expenses
    Critical
    Accounting Policies
      Revenue
    Recognition
     28




---



##### Table of Contents



No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent.
    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedAugust 31,


August 25,


August 26,2007


2006


2005(In thousands)Product net sales

$
778,142


$
663,667


$
568,462Service revenue


50,230



43,739



38,837Net sales


828,372



707,406



607,299Plus:Related cost of sales(1)


1,085,715



773,786



742,710Gross billings to customers

$
1,914,087


$
1,481,192


$
1,350,009     (1)
    
    Represents cost of sales netted against sales accounted for on
    an agency basis.  Accounts
    Receivable
    Inventory
    Valuation
   29




---



##### Table of Contents



Restructuring
    Charges
    Income
    Taxes
      Impairment
    of Long-Lived Assets and Long-Lived Assets to be
    Disposed
    Stock-Based
    Compensation
  Share-Based Payment
 30




---



##### Table of Contents



Results
    of Operations
    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedAugust 31,


August 25,


August 26,2007


2006


2005(In millions)Net sales

$
828.4


$
707.4


$
607.3Cost of sales


680.6



580.8



506.0Gross profit


147.8



126.6



101.3Operating expenses:Research and development


16.4



15.5



9.7Selling, general and administrative


59.6



54.9



46.6Advisory service agreements fees






10.3



2.6Restructuring and impairment costs










0.9Total operating expenses(1)


76.0



80.8



59.8Income from operations


71.8



45.8



41.5Interest expense, net


(7.4
)


(15.2
)


(7.0
)Other income, net


0.9



2.6



0.5Total other expense, net(1)


(6.4
)


(12.6
)


(6.5
)Income before provision for income taxes


65.4



33.2



35.0Provision for income taxes


9.5



0.9



8.8Net income

$
55.9


$
32.3


$
26.2     (1)
    
    Summations may not compute precisely due to rounding.  Fiscal
    Year Ended August 31, 2007 Compared to Fiscal Year Ended
    August 25, 2006
  Net Sales.
  Cost of Sales.
  Gross Profit.
  Research and Development Expenses.
 31




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Advisory Service Agreements Fees.
  Interest Expense, Net.
  Other Income, Net. Accounting for Derivative Instruments and Hedging
    Activities
  Provision for Income Taxes.
    Fiscal
    Year Ended August 25, 2006 Compared to Fiscal Year Ended
    August 26, 2005
  Net Sales.
  Cost of Sales.
 32




---



##### Table of Contents



Gross Profit.
  Research and Development Expenses.
  Selling, General and Administrative
    Expenses.
  Advisory Service Agreements Fees.
  Restructuring and Impairment Costs.
  Interest Expense, Net.
  Other Income, Net.
 33




---



##### Table of Contents



Provision for Income Taxes.
    Liquidity
    and Capital Resources
    Debt
    Service
    Senior Secured Credit Facility.
  Senior Secured Floating Rate Notes Due April
    2012.
   34




---



##### Table of Contents



Capital
    Expenditures
  and/or
  Sources
    of Funds
      Historical
    Trends
    Cash Flows from Operating Activities.
    Cash Flows from Investing Activities.
   35




---



##### Table of Contents



Cash Flows from Financing Activities.
    Contractual
    Obligations
    Payments Due by Period1 Year


2-3 Years


4-5 Years


After 5 Years


Total(In millions)Total debt

$



$



$
81.3


$



$
81.3Interest expense cash obligations in connection with long-term
    debt and related interest rate swaps


8.9



17.9



14.2







41.0Operating leases


2.2



2.5



1.5



0.1



6.3Total contractual cash obligations

$
11.1


$
20.4


$
97.0


$
0.1


$
128.6   Off-Balance
    Sheet Arrangements
    Inflation
    Recent
    Accounting Pronouncements
  No. 06-03, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation)
    (EITF 06-03) EITF 06-03 EITF 06-03 EITF 06-03
 36




---



##### Table of Contents



Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109 Accounting for Income Taxes.
  Fair Value Measurements.
  Considering the Effects of Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign
    Exchange Risks
    Interest
    Rate Risk
   37




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Managements
    Report on Internal Control Over Financial
    Reporting
          Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   38




---



##### Table of Contents



PART III
  Item 10.
    Directors
    and Executive Officers of the Registrant    www.smartm.com
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services   39




---



##### Table of Contents



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)(1) Financial Statements
    PageAudited Financial Statements:Report of Independent Registered Public
    Accounting Firm


41Consolidated Balance Sheets


43Consolidated Statements of Operations


44Consolidated Statements of Shareholders
    Equity and Other Comprehensive Income


45Consolidated Statements of Cash Flows


46Notes to Consolidated Financial Statements


47Audited Financial Statements of a Material Subsidiary:Independent Auditors Report


68Balance Sheets


69Income Statements


70Statements of Changes in Shareholders
    Equity


71Cash Flow Statements


72Notes to the Financial Statements


74   (a)(2) Financial Statement Schedules
    Schedules:Schedule II  Valuation and
    Qualifying Accounts


87   (a)(3) Exhibits
   40




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
        Share-Based
    Payment
  Internal Control  Integrated Framework
  
    41




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control  Integrated
    Framework
        Internal
    Control  Integrated Framework
    
  
 42




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  August 31,


August 25,2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
144,147


$
85,620Accounts receivable, net of allowances of $2,517 and $2,592 as
    of August 31, 2007 and August 25, 2006, respectively


184,391



208,652Inventories


65,105



65,902Prepaid expenses and other current assets


8,217



17,531Total current assets


401,860



377,705Property and equipment, net


33,588



25,971Goodwill


3,187



3,187Other non-current assets


14,442



19,593Total assets

$
453,077


$
426,456LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
131,937


$
169,349Accrued expenses


24,043



27,325Total current liabilities


155,980



196,674Long-term debt


81,250



81,250Other long-term liabilities






1,637Total liabilities

$
237,230


$
279,561Commitments and contingenciesShareholders equity:Ordinary shares, $0.00016667 par value;
    600,000,000 shares authorized; 60,664,463 and
    58,430,803 shares issued and outstanding as of
    August 31, 2007 and August 25, 2006, respectively


10



10Additional paid-in capital


92,250



85,251Deferred stock-based compensation


(335
)


(555
)Accumulated other comprehensive income


6,083



272Retained earnings


117,839



61,917Total shareholders equity


215,847



146,895Total liabilities and shareholders equity

$
453,077


$
426,456    43




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005(In thousands, except per share data)Net sales

$
828,372


$
707,406


$
607,299Cost of sales*


680,610



580,835



505,983Gross profit


147,762



126,571



101,316Operating expenses:Research and development*


16,383



15,545



9,697Selling, general, and administrative*


59,552



54,917



46,636Advisory service agreements fees






10,303



2,588Restructuring and impairment costs










880Total operating expenses


75,935



80,765



59,801Income from operations


71,827



45,806



41,515Interest expense


(10,365
)


(17,326
)


(8,003
)Interest income


2,984



2,173



1,005Other income, net


934



2,567



481Total other expense


(6,447
)


(12,586
)


(6,517
)Income before provision for income taxes


65,380



33,220



34,998Provision for income taxes


9,458



914



8,802Net income


55,922



32,306



26,196Net income per ordinary share, basic

$
0.94


$
0.60


$
0.54Shares used in computing basic net income per ordinary share


59,636



54,265



48,872Net income per ordinary share, diluted

$
0.88


$
0.55


$
0.49Shares used in computing diluted net income per ordinary share


63,782



59,189



53,531* Stock-based compensation by category:Cost of sales

$
521


$
191


$
Research and development


1,156



578



Selling, general and administrative


3,014



1,216



227    44




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY AND OTHER COMPREHENSIVE
    INCOME
  AccumulatedSeries A Redeemable











Deferred


OtherPreferred Shares


Ordinary Shares


Additional


Stock-Based


Comprehensive


Retained


Shareholders


ComprehensiveShares


Amount


Shares


Amount


Paid-in Capital


Compensation


Income (Loss)


Earnings


Equity


Income(Dollars in thousands)Balances as of August 27, 2004


1,024,700


$
65,140



48,872,340


$
8


$
8,137


$



$
(106
)

$
3,415


$
76,594


$
3,309Repurchase of series A redeemable preferred shares


(1,024,700
)


(65,140
)


























(65,140
)Foreign currency translation


























994







994



994Deferred stock-based compensation


















1,353



(1,353
)










Amortization of deferred stock-based compensation






















227











227Other


























12







12



12Net income






























26,196



26,196



26,196Balances as of August 26, 2005










48,872,340



8



9,490



(1,126
)


900



29,611



38,883



27,202Stock option exercises










467,554







103















103Issuance of ordinary shares in an initial public offering










9,090,909



2



74,172















74,174Foreign currency translation


























89







89



89Stock-based compensation expense


















1,414



571











1,985Net changes in unrealized gain or loss on derivative instruments
    accounted for as cash flow hedges


























(717
)






(717
)


(717
)Tax benefit for stock option exercises


















72















72Net income






























32,306



32,306



32,306Balances as of August 25, 2006










58,430,803



10



85,251



(555
)


272



61,917



146,895



31,678Stock option exercises










2,233,660







1,926















1,926



Stock-based compensation expense


















4,471



220











4,691



Net changes in unrealized gain or loss on derivative instruments
    accounted for as cash flow hedges


























(1
)






(1
)


(1
)Foreign currency translation


























5,812







5,812



5,812Tax benefit for stock option exercises


















602















602



Net income






























55,922



55,922



55,922Balances as of August 31, 2007










60,664,463


$
10


$
92,250


$
(335
)

$
6,083


$
117,839


$
215,847


$
61,733    45




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended


Year EndedYear Ended August


August 25,


August 26,31, 2007


2006


2005(In thousands)Cash flows from operating activities:Net income

$
55,922


$
32,306


$
26,196Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


9,031



8,673



8,505Note redemption charge






4,388



Stock-based compensation


4,691



1,985



227Impairment of property, equipment and goodwill










65Amortization of debt issuance costs


741



2,317



412Gain on sale of assets






(64
)


(69
)Deferred income tax provision


270



(3,679
)


931Net change in unrealized gain or loss under cash flow hedging
    arrangements


963



(2,287
)


Changes in operating assets and liabilities:Accounts receivable, net of allowance


18,574



(76,833
)


24,930Inventories


3,907



(10,402
)


(8,118
)Prepaid expenses and other assets


12,222



(6,358
)


(2,154
)Accounts payable


(33,714
)


53,213



(3,372
)Accrued expenses and other current liabilities


(2,871
)


(2,758
)


7,921Other non-current liabilities










112Net cash provided by operating activities


69,736



501



55,586Cash flows from investing activities:Cash paid for acquisition of business, net of cash acquired






(680
)


(2,260
)Sale (purchase) of short-term investments






5,071



(5,071
)Capital expenditures


(14,059
)


(20,431
)


(6,109
)Cash deposits on equipment


(391
)






Proceeds from sale of property and equipment






131



284Other


3



(5
)


253Net cash used in investing activities


(14,447
)


(15,914
)


(12,903
)Cash flows from financing activities:Proceeds from issuance of long-term debt, net of debt issuance
    costs










120,120Advance from customer






(1,000
)


(4,000
)Excess tax benefits from share-based compensation


602







Net payments on other debt










(1,524
)Borrowings under revolving line of credit


110,953



27,147



231,538Repayments on revolving line of credit


(111,271
)


(27,147
)


(284,664
)Proceeds from issuance of ordinary shares from stock option
    exercises


1,926



103



Redemption of Notes






(48,138
)


Proceeds from issuance of ordinary shares






74,174



Repurchase of series A redeemable preferred shares










(65,140
)Net cash provided by (used in) financing activities


2,210



25,139



(3,670
)Effect of exchange rate changes on cash and cash equivalents


1,028



(76
)


210Net increase in cash and cash equivalents


58,527



9,650



39,223Cash and cash equivalents at beginning of period


85,620



75,970



36,747Cash and cash equivalents at end of period

$
144,147


$
85,620


$
75,970Supplemental disclosures of cash flow information:Cash paid during the year, net of cash received:Interest

$
9,376


$
15,271


$
4,641Taxes


9,999



4,643



4,440    46




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 August 31, 2007, August 25, 2006 and
    August 26, 2005
  (1)
    Summary
    of Significant Accounting Policies  (a)
    Organization
    and Operations of the Company                (b)
    Basis
    of Presentation    (c)
    Acquisition
    of Businesses   47




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (d)
    Year-End    (e)
    Use of
    Estimates    (f)
    Revenue
    Recognition  Revenue
    Recognition
  No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  (g)
    Cash
    and Cash Equivalents    (h)
    Allowance
    for Doubtful Accounts   48




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (i)
    Inventories    (j)
    Property
    and Equipment    Asset

PeriodBuildings

20 to 50 yearsManufacturing equipment

3 to 5 yearsOffice furniture, software, computers, and equipment

2 to 5 yearsLeasehold improvements

Shorter of estimated 
    life or lease term   (k)
    Goodwill     49




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (l)
    Intangibles    August 31,


August 25,Life


2007


2006Customer relationships


5


$



$
11,797Technology


3







1,826Trademark


7







4,680Total










18,303Accumulated amortization










(6,141
)Other deductions










(12,162
)Carrying value





$



$
         (m)
    Impairment
    of Long-Lived Assets  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  (n)
    Income
    Taxes    (o)
    Foreign
    Currency Translation   50




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (p)
    Stock-Based
    Compensation  10-year
  Accounting for Stock Issued to Employees
  Share-Based
    Payment
      Summary
    of Assumptions and Activity
  Share-Based Payment
 51




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended


Year EndedAugust 31,


August 25,2007


2006Stock options:Expected term (years)


6.25



6.25Expected volatility


68
%


80
%Risk-free interest rate


4.61
%


4.63
%Expected dividends






     WeightedAverageRemainingWeighted


Contractual


AggregateAverage


Term


IntrinsicShares


Exercise Price


(Years)


ValueOptions outstanding at August 26, 2005


5,478


$
0.29Options granted


2,133



5.09Options exercised


(467
)


(0.22
)Options forfeited


(353
)


(2.59
)Options outstanding at August 25, 2006


6,791


$
1.68



8.3


$
50,800Options exercisable at August 25, 2006


2,660


$
0.60



8.0


$
22,780Options vested and expected to vest at August 25, 2006


6,534


$
1.63



8.3


$
49,226Options outstanding at August 25, 2006


6,791



1.68Options granted


2,036



10.80Options exercised


(2,234
)


(0.86
)Options forfeited


(234
)


(5.56
)Options outstanding at August 31, 2007


6,359


$
4.75



7.9


$
40,521Options exercisable at August 31, 2007


2,565


$
2.42



7.4


$
21,893Options vested and expected to vest at August 31, 2007


6,138


$
4.63



7.9


$
39,810      52




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (q)
    Loss
    Contingencies    (r)
    Comprehensive
    Income    (s)
    Concentration
    of Credit Risk    (t)
    Net
    Income Per Share      Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Numerator:Net Income

$
55,922


$
32,306


$
26,196Denominator:Weighted average ordinary shares


59,636



54,265



48,872Effect of dilutive ordinary shares:Stock options


4,146



4,924



4,659Weighted average ordinary shares, diluted


63,782



59,189



53,531Net income per ordinary share, basic

$
0.94


$
0.60


$
0.54Net income per ordinary share, diluted

$
0.88


$
0.55


$
0.49  53




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (u)
    New
    Accounting Pronouncements  No. 06-03, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation)
    (EITF 06-03) EITF 06-03 EITF 06-03 EITF 06-03
  Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109 Accounting for Income Taxes.
  Fair Value Measurements.
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  (2)
    Related
    Party Information   54




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (3)
    Inventories    August 31,


August 25,2007


2006Raw materials

$
27,477


$
29,249Work in process


4,815



5,098Finished goods


32,813



31,555$
65,105


$
65,902     (4)
    Net
    Property and Equipment    August 31,


August 25,2007


2006Buildings

$
717


$
702Office furniture, software, computers, and equipment


5,189



4,155Manufacturing equipment


40,636



25,568Leasehold improvements


10,648



9,08857,190



39,513Less accumulated depreciation and amortization


23,602



13,542Net property and equipment

$
33,588


$
25,971  55




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (5)
    Income
    Taxes    Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Current:Federal

$
(340
)

$
527


$
2,130State


293



267



336Foreign


9,235



3,799



5,4059,188



4,593



7,871Deferred:Federal and state


699



(3,776
)


Foreign


(429
)


97



931270



(3,679
)


931$
9,458


$
914


$
8,802     Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Statutory tax rate


35.0
%


35.0
%


35.0
%Foreign income taxes at different rates


(12.1
)


(12.1
)


(7.9
)State income tax, net of federal tax benefit


0.8



0.9



0.6Tax holiday  Malaysia


(5.6
)


(9.7
)


(8.8
)Change in valuation allowance


(3.6
)


(11.4
)


4.2Foreign withholding taxes










2.7Other, net






0.1



(0.6
)14.5
%


2.8
%


25.2
%  56




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Deferred tax assets:Accruals and allowances

$
3,499


$
4,451Stock-based compensation


2,047



681Credits carryover


724



247Capital loss carryover


1,655



1,743Property and equipment


12



Net operating loss carryover


12,999



16,520Deferred tax assets


20,936



23,642Valuation allowance


(10,856
)


(13,212
)Net deferred tax assets


10,080



10,430Deferred tax liabilities:Property and equipment






(80
)Deferred tax liabilities






(80
)Net deferred tax assets

$
10,080


$
10,350             Share-Based Payment
   57




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005U.S

$
6,830


$
410


$
5,667Non-U.S


58,550



32,810



29,331Total

$
65,380


$
33,220


$
34,998    58




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Accrued
    Expenses    August 31,


August 25,2007


2006Accrued employee compensation

$
10,504


$
12,108Income taxes payable


3,170



3,879Other accrued liabilities


10,369



11,338Total

$
24,043


$
27,325   (7)
    Advance
    from Customer    (8)
    Long Term
    Debt  Senior
    Secured Floating Rate Notes
         59




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revolving
    Line of Credit
             60




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (9)
    Financial
    Instruments  Fair
    Value of Financial Instruments
    Derivative
    Instruments
  3-month Accounting for Derivative Instruments
    and Hedging Activities.
      (10)
    Employee
    Benefit Plans  (a)
    Stock
    Option Plan  4-year 10-year
 61




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


Weighted AverageShares


Exercise PriceOutstanding, August 27, 2004


4,960


$
0.17Granted


1,140



0.76Exercised






Forfeited


(622
)


0.20Outstanding, August 26, 2005


5,478



0.29Granted


2,133



5.09Exercised


(467
)


(0.22
)Forfeited


(353
)


(2.59
)Options outstanding at August 25, 2006


6,791



1.68Granted


2,036



10.80Exercised


(2,234
)


(0.86
)Forfeited


(234
)


(5.56
)Options outstanding at August 31, 2007


6,359


$
4.75     Options Outstanding


Options VestedWeighted AverageRemaining


Weighted





WeightedRange of Exercise


Shares


Contractual Life


Average


Shares


AveragePrices


Outstanding


(Years)


Exercise Price


Vested


Exercise Price$
0.17



2,392



6.8


$
0.17



1,503


$
0.17$
0.98 - 2.09



821



7.8


$
1.74



351


$
1.67$
4.71



743



8.0


$
4.71



288


$
4.71$
7.22 - 9.39



477



8.6


$
8.47



154


$
8.46$
9.97



1,390



9.1


$
9.97



260


$
9.97$
11.35 - 13.91



357



9.5


$
12.07



9


$
11.65$
14.31



50



9.8


$
14.31






$
$
14.90



36



9.7


$
14.90






$
$
14.96



61



9.8


$
14.96






$
$
15.01



32



9.8


$
15.01






$
$
0.17 - 15.01



6,359



7.9


$
4.75



2,565


$
2.42   (b)
    Savings
    and Retirement Program   62




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Commitments
    and Contingencies  (a)
    Lease
    Agreement with Solectron      (b)
    Commitments      Year EndingAugust2008

$
2,1532009


1,6112010


8942011


7972012


6852013 and thereafter


114$
6,254   (c)
    Product
    Warranties      Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Beginning accrued warranty reserve

$
505


$
1,044


$
1,098Warranty claims


(1,361
)


(1,430
)


(638
)Provision for product warranties


1,445



891



584Ending accrued warranty reserve

$
589


$
505


$
1,044      63




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (d)
    Legal
    Matters    (e)
    Contingency    (12)
    Restructuring  Accounting for the Impairment or Disposal of Long-Lived
    Assets Employers Accounting for
    Postemployment Benefits Accounting for Costs Associated with Exit or Disposal
    Activities
   64




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Lease PaymentsSeverance and


on EquipmentBenefits


and Facilities


Other


TotalAccrual as of August 27, 2004

$
548


$
376


$
188


$
1,112Provision


420



232



163



815Cash payment


(869
)


(608
)


(243
)


(1,720
)Accrual as of August 26, 2005


99







108



207Cash Payment


(99
)






(108
)


(207
)Accrual as of August 25, 2006














Accrual as of August 31, 2007

$



$



$



$
   (13)
    Segment
    Information    Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Geographic net sales:U.S.A.

$
517,709


$
444,277


$
405,886Other North and Latin America


142,887



87,512



58,733Europe


56,090



58,730



52,427Asia


111,686



116,887



90,253$
828,372


$
707,406


$
607,299   August 31,


August 25,2007


2006Property and equipment:U.S.A.

$
6,591


$
5,400Other North and Latin America


22,322



15,861Europe


24



49Asia


4,651



4,661$
33,588


$
25,971  65




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Major
    Customers    Year Ended


Year Ended


Year EndedAugust 31, 2007


August 25, 2006


August 26, 2005Amount


Percent


Amount


Percent


Amount


PercentCustomer A

$
394,202



48
%

$
319,091



45
%

$
278,536



46
%Customer B

$
107,739



13
%

$
99,892



14
%

$
107,694



18
%     (15)
    Other
    Income, Net    Year Ended


Year Ended


Year EndedAugust 31,


August 25,


August 26,2007


2006


2005Gain on derivative instruments

$



$
2,287


$
Foreign currency gains (losses)


922



(175
)


293Other


12



455



188Total

$
934


$
2,567


$
481   (16)
    Interest
    Expense    (17)
    Subsidiary
    Guarantors   66




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (18)
    Selected
    Quarterly Financial Data (Unaudited)    Three Months EndedNovember 25,


February 24,


May 26,


August 25,


November 24,


March 2,


June 1,


August 31,2005


2006


2006


2006


2006


2007


2007


2007(In thousands, except for per share data)Statement of Operations Data:Net Sales

$
158,262


$
163,732


$
188,459


$
196,953


$
237,170


$
239,137


$
186,478


$
165,587Cost of Sales


127,661



133,987



155,711



163,476



199,258



197,975



149,545



133,832Gross Profit


30,601



29,745



32,748



33,477



37,912



41,162



36,933



31,755Operating expenses:Research and development


3,468



3,912



4,173



3,992



4,040



4,450



4,107



3,786Selling, general and administrative


12,902



12,862



14,194



14,959



14,254



16,756



14,207



14,335Advisory service agreements fees


750



9,553























Total operating expenses


17,120



26,327



18,367



18,951



18,294



21,206



18,314



18,121Income from operations


13,481



3,418



14,381



14,526



19,618



19,956



18,619



13,634Interest expense, net


(2,982
)


(2,891
)


(7,577
)


(1,703
)


(2,087
)


(2,336
)


(1,775
)


(1,183
)Other income (expense), net


131



246



1,999



191



(71
)


(265
)


696



574Total other expense


(2,851
)


(2,645
)


(5,578
)


(1,512
)


(2,158
)


(2,601
)


(1,079
)


(609
)Income before provision (benefit) for income taxes


10,630



773



8,803



13,014



17,460



17,355



17,540



13,025Provision (benefit) for income taxes


1,284



(10
)


2,347



(2,707
)


2,907



3,385



3,357



(191
)Net income

$
9,346


$
783


$
6,456


$
15,721


$
14,553


$
13,970


$
14,183


$
13,216Net income per ordinary share, basic

$
0.19


$
0.02


$
0.11


$
0.27


$
0.25


$
0.24


$
0.24


$
0.22Shares used in computing basic net income per ordinary share


49,071



51,273



58,335



58,416



58,663



59,396



60,015



60,487Net income per ordinary share, diluted

$
0.17


$
0.01


$
0.10


$
0.25


$
0.23


$
0.22


$
0.22


$
0.21Shares used in computing diluted income per ordinary share


53,738



56,304



63,444



63,308



63,488



63,790



63,894



63,975    67




---



##### Table of Contents



INDEPENDENT
    AUDITORS REPORT
    THE BOARD OF DIRECTORS
    SMART MODULAR TECHNOLOGIES SDN. BHD. (COMPANY
    NO. 458945  M):
          
        KPMG, a partnership established
    under Malaysian law and a member firm of the KPMG
 network of independent member firms
    affiliated with KPMG International, a Swiss cooperative.
 68




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  BALANCE
    SHEETS
    August 31, 2007 and August 25, 2006
  Note


2007


2006(Ringgit Malaysiain thousands)Property, plant and equipment


3



14,398



14,453Current assetsInventories (at cost)


4



60,369



61,034Trade and other receivables


5



209,816



311,304Tax recoverable






726



28Cash and cash equivalents






105,383



83,768376,294



456,134Current liabilitiesTrade and other payables


6



170,716



297,931170,716



297,931Net current assets






205,578



158,203219,976



172,656Financed by:Capital and reservesShare capital


7



11,650



11,650Reserves


8



208,276



160,956Shareholders funds






219,926



172,606Long term liabilityNon-cumulative redeemable preference shares


9



50



50219,976



172,656   
 69




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  INCOME
    STATEMENTS
    For the years ended August 31, 2007, August 25, 2006
    and August 26, 2005
  Note


2007


2006


2005(Ringgit Malaysia in thousands)Revenue


10



1,938,913



1,807,701



1,501,905Cost of sales






(1,831,690
)


(1,695,365
)


(1,413,087
)Gross profit






107,223



112,336



88,818Distribution costs






(12,730
)


(10,766
)


(10,813
)Administrative expenses






(20,865
)


(30,476
)


(17,831
)Other operating expenses






(25,419
)


(22,363
)


(11,656
)Other operating income






1,714



944



1,311Operating profit


11



49,923



49,675



49,829Financing costs










(12
)


(3
)Profit before tax






49,923



49,663



49,826Tax expense


12



(2,603
)


(2,653
)


(1,977
)Net profit after tax for the year






47,320



47,010



47,849   
 70




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  STATEMENTS
    OF CHANGES IN SHAREHOLDERS EQUITY
    For the years ended August 31, 2007, August 25, 2006
    and August 26, 2005
  Share


Share


RetainedNote


Capital


Premium


Profits


Total(Ringgit Malaysia in thousands)Balances as of August 28, 2004






11,650



1,190



115,892



128,732Dividends


13











(5,697
)


(5,697
)Net profit for the year














47,849



47,849Balances as of August 26, 2005






11,650



1,190



158,044



170,884Dividends


13











(45,288
)


(45,288
)Net profit for the year














47,010



47,010Balances as of August 25, 2006






11,650



1,190



159,766



172,606Net profit for the year














47,320



47,320Balances as of August 31, 2007






11,650



1,190



207,086



219,926   
 71




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  CASH FLOW STATEMENTS
 For the years ended August 31, 2007, August 25,
    2006 and August 26, 2005
  Cash flows from operating activities

2007


2006


2005(Ringgit Malaysia in thousands)Income before provision for income taxes


49,923



49,663



49,826Adjustments for:Gain on disposal of plant and equipment


(2
)


(273
)


Depreciation


4,918



6,106



6,457Interest income


(1,714
)


(944
)


(1,311
)Dividend payable on non  cumulative redeemable
    preference shares classified as financing costs






12



3Operating profit before working capital changes


53,125



54,564



54,975Decrease/(Increase) in:Inventories


665



(4,515
)


(7,043
)Trade and other receivables


101,488



(99,132
)


(25,187
)(Decrease)/Increase in trade and other payables


(127,215
)


78,945



15,288Cash generated from operations


28,063



29,862



38,033Income taxes paid


(3,301
)


(2,575
)


(2,430
)Net cash generated from operating activities


24,762



27,287



35,603Cash flows from investing activitiesWithdrawal of pledged short term deposits






200



Interest received


1,714



944



1,311Purchase of plant and equipment


(4,866
)


(5,709
)


(5,680
)Proceeds from disposal of plant and equipment


5



1,064



716Net cash used in investing activities


(3,147
)


(3,501
)


(3,653
)Cash flows from financing activitiesDividends paid  ordinary shares






(45,288
)


(5,697
) non-cumulative redeemable preference shares






(12
)


(3
)Net cash used in financing activities






(45,300
)


(5,700
)Net increase/ (decrease) in cash and cash equivalents


21,615



(21,514
)


26,250Cash and cash equivalents at beginning of year


83,768



105,282



79,032Cash and cash equivalents at end of year


105,383



83,768



105,282   
 72




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  CASH FLOW STATEMENTS  (Continued)
 For the years ended August 31, 2007, August 25,
    2006 and August 26, 2005
  NOTE
  Cash
    and cash equivalents
    2007


2006


2005(Ringgit Malaysia in thousands)Short term deposits with a licensed bank (exclude pledged
    deposits)


99,798



63,655



68,979Cash and bank balances


5,585



20,113



36,303105,383



83,768



105,282   
 73




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL STATEMENTS
  (1)
    Business
    and organization  rd 251-A,
  (2)
    Summary
    of significant accounting policies    (a)
    Basis
    of accounting    (b)
    Property,
    plant and equipment      Depreciation
  expenditure-in-progress
      Building and improvement

2% - 33%Plant and machinery

20% - 50%Computers

50%Furniture, fittings and office equipment

20% - 50%    74




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Impairment        (d)
    Inventories  first-in, work-in-progress
  (e)
    Trade
    and other receivables    (f)
    Cash
    and cash equivalents    (g)
    Liabilities    (h)
    Provisions    (i)
    Non-Cumulative
    Redeemable Preference Shares   75




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (j)
    Research
    and development      (k)
    Foreign
    currency transactions      (l)
    Income
    Tax          (m)
    Income
    Recognition  i)
    Goods
    sold    ii)
    Interest
    income   76




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (n)
    Financing
    costs    (o)
    Employee
    benefits  i)
    Short
    term employee benefits    ii)
    Defined
    contribution plans    (3)
    Property,
    plant and equipment  Furniture,Long Term











Fittings and


CapitalLeasehold


Building and


Plant and





Office


Expenditure-Land


Improvement


Machinery


Computers


Equipment


In-Progress


Total(Ringgit Malaysia in thousands)CostAt August 26, 2006


5,233



9,323



61,423



2,372



566







78,917Additions






445



3,698



107







616



4,866Disposals










(253
)






(2
)






(255
)At August 31, 2007


5,233



9,768



64,868



2,479



564



616



83,528Accumulated depreciationAt August 26, 2006


638



4,530



56,563



2,229



504







64,464Charge for the year


95



1,298



3,323



154



48







4,918Disposals










(250
)






(2
)






(252
)At August 31, 2007


733



5,828



59,636



2,383



550







69,130Net book valueAt August 31, 2007


4,500



3,940



5,232



96



14



616



14,398At August 25, 2006


4,595



4,793



4,860



143



62







14,453Depreciation charge for the year ended August 25, 2006


96



986



4,733



242



49







6,106August 26, 2005


96



553



5,582



173



53







6,457  77




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005(Ringgit Malaysiain thousands) Depreciation expense


2,409



3,186



3,444 Research and development (R&D)
    expenditure (being depreciation on equipment used for R&D
    purposes)


2,509



2,920



3,0134,918



6,106



6,457   (4)
    Inventories,
    at cost  2007


2006(Ringgit Malaysiain thousands)Raw materials


19,876



28,379Work-in-progress


3,078



1,291Manufactured inventories


6,448



17,333Trading inventories


30,967



14,03160,369



61,034   (5)
    Trade and
    other receivables  2007


2006(Ringgit Malaysiain thousands)Trade receivables Related corporations


5,208



71,914 Others


198,517



215,248203,725



287,162Other receivables, deposits and prepayments Others


6,091



24,1426,091



24,142209,816



311,304  78




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (6)
    Trade and
    other payables  2007


2006(Ringgit Malaysiain thousands)Trade payables Related corporations


3,737



64,901 Others


152,998



215,933156,735



280,834Other payables and accrued expenses Related corporations


425



2,708 Others


13,556



14,38913,981



17,097170,716



297,931       (7)
    Share
    capital  2007


2006(Ringgit Malaysiain thousands)Authorized:Ordinary shares of RM1 eachAt beginning/end of the year


24,750



24,750Issued and fully paid:Ordinary shares of RM1 eachAt beginning/end of the year


11,650



11,650   (8)
    Reserves  2007


2006(Ringgit Malaysiain thousands)Non-DistributableShare premium


1,190



1,190DistributableRetained profits


207,086



159,766208,276



160,956  79




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
      (9)
    Non-cumulative
    redeemable preference shares  2007


2006(Ringgit Malaysiain thousands)Authorized:Non-Cumulative Redeemable Preference Shares of RM1 eachAt beginning/end of the year


250



250Issued and fully paid:Non-Cumulative Redeemable Preference Shares of RM1 eachAt beginning/end of the year


50



50           and/or
       80




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (10)
    Revenue    (11)
    Operating
    profit    2007


2006


2005(Ringgit Malaysia in thousands)After charging:Auditors remuneration


37



224



402Directors emoluments


1,419



1,269



835Depreciation (Note 3)


2,409



3,186



3,444Allowance for doubtful debts


207



6



Rental of building


222



520



672Rental of equipment


114







28Unrealized loss on foreign exchange


8,428



3,047



1,067Realized loss on foreign exchange






1,132



Staff costs (excluding directors emoluments)


19,193



19,582



16,350Research and development expenditure*


17,906



18,633



9,686Inventories written down


8,521







Allowance for inventory obsolescence






808



13,301and crediting:Interest income


1,714



944



1,311Gain on disposal of plant and equipment


2



273



Reversal of rental of equipment






305



Realized gain on foreign exchange


821







333Reversal of allowance for inventory obsolescence


231







Reversal of allowance for doubtful debts










797     *
    
    The following are included in research and development
    expenditure:  2007


2006


2005(Ringgit Malaysia in thousands)Directors emoluments


759



654



395Depreciation (Note 3)


2,509



2,920



3,013Rental of equipment


6



4



Staff costs (excluding directors emoluments)


2,826



3,002



2,260        81




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Tax
    expense  2007


2006


2005(Ringgit Malaysia in thousands)Current tax expense Based on results for the year


2,611



2,695



2,372 Prior years


(8
)


(42
)


(395
)2,603



2,653



1,977   Reconciliation
    of effective tax expense
  2007


2006


2005(Ringgit Malaysia in thousands)Profit before tax


49,923



49,663



49,826Income tax using Malaysian tax rate


13,479



13,906



13,951Non-deductible expenses


275



2,164



316Tax incentives


(11,277
)


(13,446
)


(11,914
)Others


134



71



192,611



2,695



2,372Over provision in prior years


(8
)


(42
)


(395
)2,603



2,653



1,977           (13)
    Dividends  2007


2006


2005(Ringgit Malaysia in thousands)Interim dividends on ordinary shares Nil% tax exempt (2006: 388.74% tax exempt; 2005:
    48.90% tax exempt)






45,288



5,697  82




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Deferred
    tax    2007


2006


2005(Ringgit Malaysia in thousands)Property, plant and equipment capital allowances


4,952



5,181



6,092Other deductible temporary differences


16,808



13,630



17,34221,760



18,811



23,434       (15)
    Significant
    inter-company transactions  2007


2006


2005(Ringgit Malaysia in thousands)Related corporationsSales


45,365



110,066



51,002Purchases


211,632



195,687



198,391Allocation of research & development costs


7,042



4,824



3,986Allocation of management and other expenses


11,529



17,489



12,670     (16)
    Capital
    commitments  2007


2006(Ringgit Malaysiain thousands)Property, plant and equipment Contracted but not provided for in the financial
    statements


363



   (17)
    Contingent
    liability   83




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (18)
    United
    States generally accepted accounting principles    (a)
    Reconciliation
    of net income    2007


2006


2005(Ringgit Malaysia in thousands)Net profit after tax as reported under Malaysian GAAP






47,320



47,010



47,849Adjustment to cost of sales for depreciation of property, plant
    and equipment previously written up due to acquisition fair
    market value adjustment


(i
)


(393
)


(594
)


(594
)Adjustment to cost of sales for amortization of intangible
    assets previously written up due to acquisition fair market
    value adjustment


(i
)






(765
)


(765
)Adjustment to distribution cost for amortization of intangible
    assets previously written up due to acquisition fair market
    value adjustment


(i
)






(2,508
)


(2,508
)Net profit after tax as reported under US GAAP






46,927



43,143



43,982   i)
    Acquisition
    fair market value adjustments  Business Combinations
    ii)
    Presentation
    of revenue      84




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  2007


2006


2005(Ringgit Malaysia in thousands)Net revenue as reported under Malaysian GAAP


1,938,913



1,807,701



1,501,905Cost of sale to be netted against revenue


(1,375,373
)


(1,128,289
)


(915,269
)Net revenue as reported under US GAAP


563,540



679,412



586,636   Major
    customers
      Year Ended


Year Ended


Year EndedAugust 31, 2007


August 25, 2006


August 26, 2005Amount


Percent


Amount


Percent


Amount


PercentCustomer A


274,693



15
%


193,669



12
%


227,070



16
%Customer B


1,257,129



67
%


1,044,305



63
%


853,398



59
%Customer C


128,206



7
%


176,569



11
%


153,153



11
%     Year Ended

Year Ended

Year EndedAugust 31, 2007

August 25, 2006

August 26, 2005Amount

Percent

Amount

Percent

Amount

PercentCustomer B


160,468



31
%


137,208



23
%


109,002



20
%Customer C


128,206



25
%


176,569



30
%


153,153



29
%   As of August 31, 2007, approximately 8%, 61% and 10% of
    accounts receivable were concentrated with Customer A, Customer
    B and Customer C, respectively. As of August 25, 2006,
    approximately 18%, 55% and 11% of accounts receivable were
    concentrated with Customer A, Customer B and Customer C,
    respectively. The loss of a major customer could have a material
    adverse effect on the Companys business, financial
    condition and results of operations
 85




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES SDN. BHD.
    (COMPANY NO. 458945  M)
  NOTES TO THE FINANCIAL
    STATEMENTS  (Continued)
  (b)
    Reconciliation
    of Shareholders Equity    2007


2006(Ringgit Malaysia in thousands)Shareholders equity as reported under Malaysian GAAP


219,926



172,606Adjustment to record the revaluation surplus arising from the
    fair market value adjustment


17,534



17,534Adjustment for cost of sales arising from the sale of
    inventories previously written up due to acquisition fair market
    value adjustment


(908
)


(908
)Adjustment for depreciation for property, plant and equipment
    previously written up due to acquisition fair market value
    adjustment


(1,779
)


(1,386
)Adjustment for amortization of intangible assets arising from
    acquisition fair market value adjustment


(7,637
)


(7,637
)Adjustment to reduce intangible assets for income tax benefit
    recognized by US affiliate


(7,210
)


(7,210
)Shareholders equity as reported under US GAAP


219,926



172,999   (c)
    Balance
    sheet  2007


2006(Ringgit Malaysia in thousands)Total assets as reported under Malaysian GAAP






390,692



470,587Adjustment to record property, plant and equipment at fair
    market value, net of accumulated depreciation


(i
)






393Total assets as reported under US GAAP






390,692



470,980   (i)
    Acquisition
    fair market value adjustments    (d)
    Statement
    of cash flows   86




---



##### Table of Contents



CONSOLIDATED
    FINANCIAL STATEMENT SCHEDULE
  The consolidated financial statement
    Schedule II  VALUATION AND
 QUALIFYING ACCOUNTS is filed as part of this
    Form 10-K.
  SMART MODULAR TECHNOLOGIES (WWH), INC. AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS
  Balance atBeginning of


Charged to





Balance atDescription

Year


Operations


(Deductions)


End of Year(Dollars in thousands)Year ended August 31, 2007:Allowance for doubtful accounts receivable, credits and returns

$
2,592


$
2,550


$
(2,625
)

$
2,517Year ended August 25, 2006:Allowance for doubtful accounts receivable, credits and returns

$
2,629


$
4,323


$
(4,360
)

$
2,592Year ended August 26, 2005:Allowance for doubtful accounts receivable, credits and returns

$
3,267


$
471


$
(1,109
)

$
2,629  87




---



##### Table of Contents



SMART
    MODULAR TECHNOLOGIES (WWH), INC.
  SIGNATURES
    SMART MODULAR TECHNOLOGIES (WWH), INC.
  By:
    /s/  IAIN
    MACKENZIE   Title:
    President and Chief Executive Officer      Signature

Title

Date/s/  Iain
    MacKenzieIain
    MacKenzie

President, Chief Executive
    Officer and Director
    (Principal Executive Officer)

November 12, 2007/s/  Jack
    A. PachecoJack
    A. Pacheco

Senior Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

November 12, 2007/s/  Ajay
    ShahAjay
    Shah

Chairman of the Board of Directors

November 12, 2007/s/  Eugene
    FrantzEugene
    Frantz

Director

November 12, 2007/s/  Dipanjan
    DebDipanjan
    Deb

Director

November 12, 2007/s/  Harry
    W. (Webb) McKinneyHarry
    W. (Webb) McKinney

Director

November 12, 2007/s/  D.
    Scott MercerD.
    Scott Mercer

Director

November 12, 2007/s/  Mukesh
    PatelMukesh
    Patel

Director

November 12, 2007/s/  Chong
    Sup ParkChong
    Sup Park

Director

November 12, 2007/s/  Clifton
    Thomas WeatherfordClifton
    Thomas Weatherford

Director

November 12, 2007  88




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Document2
.1(1)

Transaction Agreement, dated February 11, 2004, by and
    among Solectron Corporation, Solectron Global Holdings L.P.,
    Solectron Serviços E Manufactura Do Brasil Ltda., SMART
    Modular Technologies, Inc., Modular, Inc., Modular Merger
    Corporation and Modular (Cayman) Inc.3
.1(2)

Form of Amended and Restated Memorandum of Association of the
    Company3
.2(2)

Form of Amended and Restated Articles of Association of the
    Company4
.1(3)

Indenture, dated as of March 28, 2005, among the Company,
    the guarantors party thereto and U.S. Bank National Association,
    as trustee4
.2(3)

Registration Rights Agreement dated as of March 28, 2005
    between the Company, the guarantors party thereto, Citigroup
    Global Markets Inc. and Lehman Brothers, Inc.4
.3(3)

Form of Note (included in Exhibit 4.1)4
.4(3)

Form of Exchange Note (included in Exhibit 4.1)4
.5(3)

Security Agreement, dated as of March 28, 2005, among the
    Company, the guarantors party thereto and U.S. Bank National
    Association, as trustee4
.6(3)

Intercreditor Agreement, dated as of March 28, 2005, among
    Wells Fargo Foothill, Inc., as Credit Agent, U.S. Bank National
    Association, as trustee, and the Company4
.7(3)

Intercompany Subordination Agreement, dated as of March 28,
    2005, among U.S. Bank National Association, as trustee, the
    Company and the other obligors party thereto4
.8(6)

Amended and Restated Shareholders Agreement dated as of
    April 16, 2007 among the Company and certain other parties
    named therein4
.9

[Reserved]4
.10(7)

Second Amended and Restated Loan and Security Agreement, dated
    as of April 30, 2007, by and among the Company, SMART
    Modular Technologies (Europe) Limited, SMART Modular
    Technologies (Puerto Rico) Inc., Wells Fargo Bank, N.A., as
    Administrative Agent, and certain other persons named therein4
.11(7)

Second Amended and Restated Intercompany Subordination
    Agreement, dated as of April 30, 2007, by and among the
    Company, SMART Modular Technologies, Inc., SMART Modular
    Technologies (Europe) Limited, SMART Modular Technologies
    (Puerto Rico) Inc., Wells Fargo Bank, N.A., as Agent, and
    certain other persons named therein4
.12(7)

Amended and Restated Guaranty, dated April 30, 2007, among
    Wells Fargo Bank, N.A., as Agent, and certain other persons
    named therein10
.1*(2)

Form of Amended and Restated Indemnification Agreement10
.2*(2)

Amended and Restated Stock Incentive Plan10
.3*(2)

Form of Stock Option Agreement10
.4*(3)

Offer Letter, dated February 11, 2004, from Modular, L.L.C.
    to Iain MacKenzie10
.5*(3)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Alan Marten10
.6*(3)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Wayne Eisenberg10
.7*(3)

Offer Letter, dated April 13, 2004, from Modular, L.L.C. to
    Michael Rubino10
.8*(3)

Offer Letter, dated February 12, 2004, from Modular, L.L.C.
    to Jack A. Pacheco10
.9(6)

USD $40,000,000 Interest Rate Swap Transaction, dated
    May 10, 2007, between the Company and Wells Fargo Bank, N.A.10
.10(6)

USD $41,250,000 Interest Rate Swap Transaction, dated
    May 10, 2007, between the Company and Wells Fargo Bank, N.A.10
.11(6)

ISDA Master Agreement, dated as of April 27, 2007, between
    the Company and Wells Fargo Bank, N.A.10
.12(2)

Lease Agreement, dated April 16, 2004, by and between
    Solectron USA, Inc. and SMART Modular Technologies, Inc., as
    amended (relating to the property at 4211 Starboard Drive,
    Fremont, California) 89




---



##### Table of Contents



Exhibit No.

Document10
.13(3)

Corporate Purchase Agreement, dated as of May 1, 2001, by
    Compaq Computer Corporation and by SMART Modular Technologies,
    Inc.10
.14(4)

Amendment to Corporate Purchase Agreement, dated
    September 1, 2004, between SMART Modular Technologies, Inc.
    and Hewlett-Packard Company10
.15(4)

Amendment Number 2 to Corporate Purchase Agreement, dated
    January 20, 2005, between SMART Modular Technologies, Inc.
    and Hewlett-Packard Company10
.16(2)

Advisory Agreement, dated April 16, 2004, between SCP
    Management Company, L.L.C. and SMART Modular Technologies, Inc.10
.17(2)

Letter Amendment, dated June 17, 2005, to Advisory
    Agreement dated April 16, 2004, between SCP Management
    Company, L.L.C. and SMART Modular Technologies, Inc.10
.18(2)

Advisory Agreement, dated April 16, 2004, among SMART
    Modular Technologies, Inc., T3 GenPar II, L.P., TPG GenPar III,
    L.P., and TPG GenPar IV, L.P.10
.19(2)

Advisory Agreement, dated April 16, 2004, between SMART
    Modular Technologies, Inc. and Francisco Partners, L.P.10
.20(1)

Form of Amendment No. 2 to the Advisory Agreement filed as
    Exhibit 10.1610
.21(1)

Form of Amendment No. 1 to the Advisory Agreement filed as
    Exhibit 10.1810
.22(1)

Form of Amendment No. 1 to the Advisory Agreement filed as
    Exhibit 10.1914
.1

SMART Modular Technologies Code of Ethics for Officers and
    Directors21
.1

Subsidiaries of the Company23
.1

Consent of Independent Registered Public Accounting Firm23
.2

Consent of Independent Auditors31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232


Certifications of the Chief Executive Officer and Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002     (1)
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 1 to the Companys Registration Statement on
    Form S-1,
    filed on November 30, 2005 (File
    No. 333-129134).(2)
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 3 to the Companys Registration Statement on
    Form S-1,
    filed on January 10, 2006 (File
    No. 333-129134).(3)
    
    Incorporated by reference to the Exhibits filed with the
    Companys Registration Statement on
    Form S-4,
    filed on August 11, 2005 (File
    No. 333-127442).(4)
    
    Incorporated by reference to the Exhibits filed with Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    filed on December 20, 2005 (File
    No. 333-129134).(5)
    
    Incorporated by reference to the Exhibits filed with the
    Companys Registration Statement on
    Form S-1,
    filed on October 19, 2005 (File
    No. 333-129134).(6)
    
    Incorporated by reference to the Exhibits of the same number
    filed with the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 1, 2007.(7)
    
    Incorporated by reference to the Exhibits filed with the
    Companys Current Report on
    Form 8-K
    filed on May 2, 2007.*
    
    Indicates management contract or compensatory plan or
    arrangement. 90